Common use of Existence, Etc Clause in Contracts

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowers); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 unless it shall have provided the Lender 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers); (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (f) permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each of the Borrowers, their Seller and its Subsidiaries and the Qualified Originators will: (ai) (A) preserve and maintain its legal existence and all of its material rights, privileges, licenses franchises; (B) maintain all licenses, permits or other approvals necessary to conduct its business and franchises to perform its obligations under the Program Documents; and (other than Subsidiaries C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in good standing under the laws of each state in which are not material to the it conducts business of the Borrowers)or any Mortgaged Property is located; (bii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (div) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 12(m) unless it shall have provided the Lender Buyer 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (ev) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (fvi) permit representatives of the LenderBuyer, during normal business hours upon three (3) Business Days' ’ prior written notice at a mutually desirable timetime or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the LenderBuyer.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators Borrower will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowersprovided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lendingall Prescribed Laws, real estate settlement procedures and all environmental laws, all laws with respect to unfair and deceptive lending practices and predatory lending practices) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.12 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.12 unless it shall have provided the Lender 30 days thirty (30) days’ prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (f) permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timehours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowers); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 unless it shall have provided the Lender 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers); (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (f) permit representatives of the Lender, during normal business hours upon three (3) Business Days' ’ prior written notice at a mutually desirable time, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators The Borrower will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises including the Borrower's election to be regulated as a Business Development Company, (other than Subsidiaries which are not material to the business of the Borrowersprovided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effectmaterial adverse effect on its Property, business or financial condition, or prospects; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.11 unless it shall have provided the Lender 30 days days' prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (f) permit representatives of the Lender, during normal business hours and upon three (3) Business Days' prior written notice at a mutually desirable timereasonable advance notice, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators Borrower will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowersprovided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws, all laws with respect to unfair and deceptive lending practices and predatory lending practices) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.12 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.12 unless it shall have provided the Lender 30 days Agent thirty (30) days' prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; andmaintained in conformance with GAAP; (f) permit representatives of the LenderAgent, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timehours, to examine, copy and make extracts from its books and recordsrecords (including, without limitation the Title Insurance Policies), to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the LenderAgent; and (i) to hold each Title Insurance Policy for the benefit of the Agent on behalf of the Lenders; (ii) to hold each Title Insurance Policy at the office of AHM Investment located at 520 Broadhollow Road, Melville, New York 11747 unless the Borrowerx xxxxx xxxx xxxxxxxx xxxxxx (00) xxxx' xxxxx written notice of any change in location, and (iii) to segregate each Title Insurance Policy with respect to Mortgage Loans that have been pledged to the Agent, for the ratable benefit of the Lenders hereunder from title insurance policies unrelated to such Mortgage Loans and held at the same location.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators New Century Party will:: -------------- (ai) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowers)franchises; (bii) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (div) not move change its chief executive office or chief operating office jurisdiction of organization from the addresses jurisdiction referred to in Section 6.13 3.01(a)(ix) unless it shall have provided the Lender 30 days Agent thirty (30) days' prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (ev) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained in conformity with GAAP; provided that this shall not include the payment of any Mortgagor or Mortgaged Property taxes, assessments, governmental charges or levies subject to the servicing standards set forth in the Servicing Agreement; and (fvi) upon reasonable notice, permit representatives of the LenderAgent (and any Note Purchaser or Noteholder holding (or holding commitments to purchase) not less than the lower of (A) the outstanding principal amount of the Notes and (B) $5,000,000 principal amount of Notes and not affiliated with any competitor of such New Century Party that wishes to accompany the Agent's representatives), during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timehours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the LenderAgent. For purposes of this provision, a Person will not be deemed to be an affiliate of another unless it controls the second person and a natural person will not be treated as an affiliate.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators Borrower will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowersprovided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws, all laws with respect to unfair and deceptive lending practices and predatory lending practices) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.11 unless it shall have provided the Lender 30 days thirty (30) days' prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained in conformance with GAAP; and (f) permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timehours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators Borrower will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowersprovided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws, all laws with respect to unfair and deceptive lending practices and predatory lending practices) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.11 unless it shall have provided the Lender 30 days days' prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (f) permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timehours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators will: (a) each of the Borrower, the Guarantors and CDO Holdings IV shall preserve and maintain (i) its legal existence and (ii) all of its material rights, privileges, licenses and franchises except as could not be reasonably expected to have a Material Adverse Change (other than Subsidiaries which are not material to the business of the Borrowersprovided that nothing in this Section 7.09(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lendingPrescribed Laws, real estate settlement procedures and all environmental laws, all laws with respect to unfair and deceptive lending practices and Predatory Lending Practices) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have cause a Material Adverse EffectChange; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.12 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.12 unless it shall have provided the Lender 30 days days' prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained in conformance with GAAP; and (f) permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timehours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each of the Borrowers, their Seller and its Subsidiaries and the Qualified Originators will: (ai) (A) preserve and maintain its legal existence and all of its material rights, privileges, licenses franchises; (B) maintain all licenses, permits or other approvals necessary to conduct its business and franchises to perform its obligations under the Program Documents; and (other than Subsidiaries C) except as would not be reasonably likely to have a Material Adverse Effect remain in good standing under the laws of each state in which are not material to the it conducts business of the Borrowers);or any Mortgage Property is located. (bii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (div) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 12(1) unless it shall have provided the Lender Buyer 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (ev) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained[Reserved]; and (fvi) permit representatives of the LenderBuyer, during normal business hours upon three (3) Business Days' ’ prior written notice at a mutually desirable timetime or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the LenderBuyer.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators Borrower will: (a) preserve and maintain its legal existence and all of its material rights, material privileges, material licenses and material franchises; (b) preserve and maintain all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material necessary to the operate its business of the Borrowers)and perform its obligations hereunder; (bc) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws, all laws with respect to unfair and deceptive lending practices and predatory lending practices) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (cd) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (de) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.08 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.08 unless it shall have provided the Lender 30 days thirty (30) days' prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (ef) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained in conformance with GAAP; and (fg) permit representatives of the Lender, during normal business hours upon hours, on three (3) Business Days' prior written notice at a mutually desirable time, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each Obligor will, and will cause each of the Borrowers, their its -------------- Material Subsidiaries and the Qualified Originators willto: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material if failure to the business of the Borrowers)maintain such rights, privileges, licenses and franchises would reasonably be expected to have a Material Adverse Effect on such Obligor; provided that nothing in -------- this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.06 hereof; (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would reasonably be reasonably likely (either individually or in the aggregate) expected to have a Material Adverse EffectEffect on such Obligor; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 unless it shall have provided the Lender 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers); (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its significant Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; (d) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (fe) upon at least five Business Days' prior notice, permit representatives officers and employees of the Agent or, with the consent of such Obligor, a Lender, to visit and inspect any of the properties of such Obligor and to examine and audit the minute books, books of account and other records of such Obligor and make copies thereof or extracts therefrom, and discuss its affairs, finances and accounts with its officers and, at the request of the Agent and the consent of such Obligor, with such Obligor's independent accountants, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to as often as the extent Agent may reasonably requested by the Lenderdesire.

Existence, Etc. Each of the Borrowers, their The Seller and its Subsidiaries and the Qualified Originators will: (ai) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowers)franchises; (bii) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (div) not move its chief executive office or chief operating office from the respective addresses referred to in Section 6.13 12(l) unless it shall have provided the Lender Buyer 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (ev) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy (1) the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained or (2) the non-payment (other than taxes in connection with Purchased Loans) of which would not reasonably be likely to have a Material Adverse Effect; and (fvi) permit representatives of the LenderBuyer, during normal business hours upon three (3) Business Days' ’ prior written notice at a mutually desirable timetime or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the LenderBuyer.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators Loan Party will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowersprovided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws, all laws with respect to unfair and deceptive lending practices and predatory lending practices and consumer protection laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.11 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.11 unless it shall have provided the Lender 30 days days' prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (f) permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timehours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested requested, upon not less than two (2) Business Days notice, by the Lender.

Existence, Etc. Each of the Borrowers(i) Preserve, their Subsidiaries and the Qualified Originators will: (a) preserve renew and maintain in full force and effect its legal existence and all under the laws of the jurisdiction of its organization and (ii) take all reasonable action to maintain all material rights, privilegesprivileges (including its good standing), permits, licenses and franchises (other than Subsidiaries which are not material to necessary or desirable in the business normal conduct of the Borrowers)its business; (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 unless it shall have provided the Lender 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers); (e) pay Pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such obligation, tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintainedmaintained to the extent required by GAAP; (c) Maintain and preserve all of its Properties material to the conduct of the Business of such Borrower in good working order and condition; (d) Keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; and (fe) permit Permit representatives of the Lender, upon reasonable notice and during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timeand, except if an Event of Default shall have occurred and be continuing, not more frequently than once each calendar quarter), to examine, copy and make extracts from its books and records, to inspect any of its Properties, records and to discuss its business business, finances, condition and affairs with its officers, all to the extent reasonably requested by the Lender. Notwithstanding anything to the contrary in this Section 6.4(e), none of the Borrowers or any Subsidiary thereof will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to the Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement.

Existence, Etc. Each of the BorrowersBorrower, their its Subsidiaries and the Qualified Originators will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the BorrowersBorrower); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 unless it shall have provided the Lender 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the BorrowersBorrower); (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (f) permit representatives of the Lender, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender.

Existence, Etc. Each of the Borrowers, their Subsidiaries and the Qualified Originators Seller will: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material to the business of the Borrowersprovided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lendingall Prescribed Laws, real estate settlement procedures and all environmental laws, all laws with respect to unfair and deceptive lending practices and Predatory Lending Practices) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses address referred to in Section 6.13 6.12 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.12 unless it shall have provided the Lender 30 days Buyer thirty (30) calendar days’ prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (f) permit representatives of the LenderBuyer, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable timehours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the LenderBuyer.

Existence, Etc. Each Obligor will, and will cause each of the Borrowers, their its Material Subsidiaries and the Qualified Originators willto: (a) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises (other than Subsidiaries which are not material if failure to the business of the Borrowers)maintain such rights, privileges, licenses and franchises would reasonably be expected to have a Material Adverse Effect on such Obligor; provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.06 hereof; (b) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would reasonably be reasonably likely (either individually or in the aggregate) expected to have a Material Adverse EffectEffect on such Obligor; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 unless it shall have provided the Lender 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers); (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its significant Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; (d) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (fe) upon at least five Business Days' prior notice, permit representatives officers and employees of the Agent or, with the consent of such Obligor, a Lender, to visit and inspect any of the properties of such Obligor and to examine and audit the minute books, books of account and other records of such Obligor and make copies thereof or extracts therefrom, and discuss its affairs, finances and accounts with its officers and, at the request of the Agent and the consent of such Obligor, with such Obligor's independent accountants, during normal business hours upon three (3) Business Days' prior written notice at a mutually desirable time, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to as often as the extent Agent may reasonably requested by the Lenderdesire.

Existence, Etc. Each of the Borrowers, their Seller and its Subsidiaries and the Qualified Originators will: (ai) (A) preserve and maintain its legal existence and all of its material rights, privileges, licenses franchises; (B) maintain all licenses, permits or other approvals necessary to conduct its business and franchises to perform its obligations under the Program Documents; and (other than Subsidiaries C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or the Buyer’s interest therein, remain in good standing under the laws of each state in which are not material to the it conducts business of the Borrowers)or any Mortgage Property is located; (bii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (ciii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (div) not move its chief executive office or chief operating office from the addresses referred to in Section 6.13 12(l) unless it shall have provided the Lender Buyer 30 days prior written notice of such change (other than Subsidiaries which are not material to the business of the Borrowers)change; (ev) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (fvi) permit representatives of the LenderBuyer, during normal business hours upon three (3) Business Days' ’ prior written notice at a mutually desirable timetime or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the LenderBuyer.